ESS+Contract+Amendment+11.pdf

ELEVENTH AMENDMENT TO AGREEMENT

This Eleventh Amendment (“Amendment”) shall be deemed a material part of that certain Technology Contract: Voting Tabulation System Replacement Contract by and between the state of North Dakota, acting through Its Office of Management and Budget, State Procurement Office and its Secretary of State, Elections Units (“State”) and Election Systems & Software, LLC, a Delaware limited liability company (“Contractor”) dated June 28, 2019 (“Original Contract”) as amended by that certain First Amendment to Agreement dated September 26, 2019 (“First Amendment”) and that certain Second Amendment dated October 25, 2019 (“Second Amendment”), that certain Third Amendment dated November 1, 2019 (“Third Amendment), that certain Fourth Amendment to Agreement dated March 31, 2020 (“Fourth Amendment”), that certain Fifth Amendment to Agreement dated July 7, 2020 (“Fifth Amendment”), that certain Sixth Amendment to Agreement dated September 16, 2020 (“Sixth Amendment”), that certain Seventh Amendment to Agreement dated December 21, 2020 (“Seventh Amendment”), that certain Eighth Amendment to Agreement dated October 20, 2021 (“Eighth Amendment”), that certain Ninth Amendment to Agreement dated October 19, 2022 (“Ninth Amendment”), and that certain Tenth Amendment to Agreement dated September 6, 2023 (“Tenth Amendment’). The Original Contract, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment, Eighth Amendment, Ninth Amendment and Tenth Amendment are collectively referred to herein as the “Contract.” The terms of this Amendment shall modify and supersede any and all inconsistent terms of the Contract.

Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Contract.

RECITALS

WHEREAS, Contractor and State entered into the Contract under which Contractor will be providing equipment, licensing software and performing certain services for State;

WHEREAS, both Contractor and State wish to amend the Contract to suspend the completion of EVS 6.0.6.0 to EVS 6.4.0.0 upgrade until after the 2024 election cycle.

WHEREAS, the Contract is a valid and subsisting agreement between Contractor and State and both parties shall continue to be bound by the terms and conditions of the Contract not otherwise amended herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Scope of Work. Section 4 of the Contract is amended to add the following:

a) Contractor, in exchange for compensation paid by State under this Contract, must perform an ES&S Voting System upgrade in North Dakota from EVS 6.0.6.0 to EVS

6.4.0.0 following state certification of EVS 6.4.0.0 at a date agreed upon between the parties, following the 2024 election cycle.

Contractor shall provide components, services, and shipping and handling as outlined in Exhibit A

b) Contractor, in exchange for compensation paid by State under this Contract, must perform EMS desktop system maintenance prior to the 2024 election cycle.

Contractor shall provide components, services, and shipping and handling as outlined in Exhibit B.

Except as amended herein, the remaining terms and conditions of Section 4 shall remain in full force and effect.

2. Compensation. Exhibit A has been included for payment reference and compensation was included in Amendment 10. Compensation under Amendment 11 is amended to add fifteen thousand, one hundred twenty dollars ($15,120.00) for the ES&S Voting equipment maintenance as detailed in Exhibit B.

Except as amended herein, the remaining terms and conditions of Section 5 shall remain in full force and effect.

3. Continuing Validity of Contract. Except as specifically set forth in this Amendment, all remaining terms and conditions of the Contract shall remain in full force and effect.

EXECUTED as of the day of , 2023.

ELECTION SYSTEMS & SOFTWARE, LLC. STATE OF NORTH DAKOTA

By: By:

Its: Its:

By:

Its:

By:

Its:

VP of Finance OMB State Procurement Office

Deputy CIO

9 November

Deputy Secretary of State https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAAS1l1bUNlm_gM3RtUhETIS37DxotD0kkf https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAAS1l1bUNlm_gM3RtUhETIS37DxotD0kkf https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAAS1l1bUNlm_gM3RtUhETIS37DxotD0kkf https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAAS1l1bUNlm_gM3RtUhETIS37DxotD0kkf

Exhibit A

EVS 6.4.0.0 Reporting Standard Standalone System Purchase Order

Quantity Part # Description Price Ext. Price

MISCELLANEOUS COMPONENTS

56 96035 8GB DDR4 3200 UBIMM 1RX8 (OPTIPLEX 5050) $34.00 $1,904.00

56 96129 Microsoft Win10 IoT Ent 2021 LTSC Value $140.00 $7,840.00

455 6306 COMPACT FLASH CARD, 4GB, LOCKING FOR DS200 $125.00 $56,875.00

SHIPPING AND HANDLING

56 Freight EMS DESKTOP SYSTEM UPGRADE SHIPPING AND HANDLING $270.00 $15,120.00 Includes:

- EMS Box with custom sized packing material shipped to county with UPS call tag

- Packing material and freight included for ONE EMS desktop

- Shipping, including freight, of 1) Box to Customer, 2) Box with EMS to ES&S, and 3) Upgraded EMS from ES&S to Customer

- Shipping insurance

56 51737 Dell OptiPlex 5040/5050 Mini Tower- Upgrade Box & Packing Material $0.00 $0.00

SERVICES

56 510210 STANDALONE EMS INSTALL $1,540.00 $86,240.00

• Staging of EMS workstations at ES&S Technical Services lab. o Includes the installation, configuration, and testing of EMS workstation.

• Equipment is shipped to customer location.

o Physical installation of workstation and related hardware (Printer, UPS, etc.) performed by customer.

• EMS installation summary documentation provided to customer upon completion of installation.

Order Total $167,979.00

Invoicing and Payment Terms:

100% of Order Total Due Forty-five (45) Calendar Days after Final Acceptance of Equipment Delivery and Upgrade.

Note 1: Shipping and Handling is included in the Order Total and will be invoiced separately.

Note 2: Network Cabling is not included.

Note 3: CONTRACTOR shall provide STATE with copies of all documentation and warranties for the Third- Party Items which are provided to CONTRACTOR.

Exhibit B

SHIPPING AND HANDLING

56 Freight EMS DESKTOP SYSTEM MAINTENANCE SHIPPING AND

HANDLING

$270.00 $15,120.00

Includes:

- EMS Box with custom sized packing material shipped to county with UPS call tag

- Packing material and freight included for ONE EMS desktop

- Shipping, including freight, of 1) Box to Customer, 2) Box with

EMS to ES&S, and 3) Upgraded EMS from ES&S to Customer

- Shipping insurance

56 51737 Dell OptiPlex 5040/5050 Mini Tower- Upgrade Box & Packing Material $0.00 $0.00

SERVICES

56 510210 STANDALONE EMS MAINTENANCE $0.00 $0.00

- Staging of EMS workstations at ES&S Technical Services lab.

o Includes the installation, configuration, and testing of EMS workstation.

- Equipment is shipped to customer location.

o Physical installation of workstation and related hardware (Printer, UPS, etc.) performed by customer.

- EMS installation summary documentation provided to customer upon completion of installation.

ESS Contract Amendment 11 Final Audit Report 2023-11-09

Created: 2023-11-09

By: Tricia Opp (topp@nd.gov)

Status: Signed

Transaction ID: CBJCHBCAABAAS1l1bUNlm_gM3RtUhETIS37DxotD0kkf

"ESS Contract Amendment 11" History Document created by Tricia Opp (topp@nd.gov)

2023-11-09 - 2:22:02 PM GMT

Document emailed to Jared Plath (jared.plath@essvote.com) for signature

2023-11-09 - 2:25:35 PM GMT

Email viewed by Jared Plath (jared.plath@essvote.com)

2023-11-09 - 4:45:12 PM GMT

Document e-signed by Jared Plath (jared.plath@essvote.com) Signature Date: 2023-11-09 - 4:49:04 PM GMT - Time Source: server

Document emailed to Tricia Opp (topp@nd.gov) for signature

2023-11-09 - 4:49:05 PM GMT

Email viewed by Tricia Opp (topp@nd.gov)

2023-11-09 - 6:12:43 PM GMT

Document e-signed by Tricia Opp (topp@nd.gov) Signature Date: 2023-11-09 - 6:13:15 PM GMT - Time Source: server

Document emailed to Greg Hoffman (gahoffman@nd.gov) for signature

2023-11-09 - 6:13:16 PM GMT

Email viewed by Greg Hoffman (gahoffman@nd.gov)

2023-11-09 - 6:56:24 PM GMT

Document e-signed by Greg Hoffman (gahoffman@nd.gov) Signature Date: 2023-11-09 - 6:56:49 PM GMT - Time Source: server

Document emailed to Sandra McMerty (slmcmerty@nd.gov) for signature

2023-11-09 - 6:56:50 PM GMT

Email viewed by Sandra McMerty (slmcmerty@nd.gov)

2023-11-09 - 10:28:33 PM GMT

Document e-signed by Sandra McMerty (slmcmerty@nd.gov) Signature Date: 2023-11-09 - 10:29:00 PM GMT - Time Source: server

Agreement completed.

2023-11-09 - 10:29:00 PM GMT